Schedule 13D / 13G
Beneficial ownership filings required when a person acquires more than 5% of a public company's voting equity. 13D requires fast disclosure for activist intent; 13G is a short-form for passive investors.
Details
- jurisdiction: US
- regulator: SEC
- kind: rule
- effective date: 1968-09-01
- summary: Beneficial ownership filings required when a person acquires more than 5% of a public company's voting equity. 13D requires fast disclosure for activist intent; 13G is a short-form for passive investors.
- scope: Any person beneficially owning more than 5% of a class of a public company's voting equity.
- applies to: any beneficial owner over threshold
- related terms: activist, beneficial-ownership, group-aggregation
- official text url: https://www.sec.gov/about/laws/sea34.pdf
- history: Created by the Williams Act of 1968 to address takeover transparency. Amended significantly in October 2023 to shorten timing windows.